Your Directors have pleasure in presenting the
26th Annual Report of the Company and the
Audited Financial Statements for the financial year
ended 31 March 2025.

CIRCULATION OF ANNUAL REPORTS IN
ELECTRONIC FORM

Pursuant to general circulars dated 08 December, 2021,
05 May, 2022, 28 December, 2022, 25 September, 2023,
19 September, 2024 issued by Ministry of Corporate
Affairs' ('MCA') read with SEBI Circular dated 07
October, 2023 and 03 October, 2024 relaxation has
been granted to the companies in respect of sending
physical copies of annual report to shareholders, for
general meetings held through electronic mode till
30 September, 2025.

Accordingly, the financial statements (including
Boards' Report, Corporate Governance Report,
Management Discussion and Analysis, Business
Responsibility and Sustainability Report, Auditors'
Report and other documents) are being sent only
through electronic mode to those shareholders whose
email addresses are registered with the Depository
Participants and whose names appear in the register
of members as on 29 August, 2025.The Annual
Report for FY25 is also available on the website of the
Company at https://www.stovekraft.com/investors/

Compliance with SEBI LODR Regulations

The Company has complied with all the applicable
provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 ['SEBI LODR
Regulations' or 'Listing Regulations'].

FINANCIAL HIGHLIGHTS

FINANCIAL AND BUSINESS PERFORMANCE

A detailed analysis of the financials and business
performance of the Company during the year
under review is detailed in Management Discussion
and Analysis which is provided separately in
the Annual Report.

SUBSIDIARIES, ASSOCIATES AND JOINT
VENTURE COMPANIES

The Company does not have any Subsidiaries,
Associates or Joint Ventures etc. The Company's Policy
for determining Material Subsidiary, as formulated

by the Board of Directors, in conformity with
Regulation 16 and 24 of the SEBI Listing Regulations,
is placed on website of the Company and can be
accessed at the web-link https://stovekraft.com/
wp-content/uploads/2025/03/Material Subsidiary
Policy-with-amendments-.pdf

DIVIDEND

The Board has recommended dividend of H 3 per
share (30%) for FY25, subject to the approval of
the shareholders at the ensuing AGM. In accordance
with the provisions of the Income Tax Act, 1961 the

aforesaid dividend will be taxable in the hands of
shareholders but liable for Tax Deduction at Source
(TDS) by the Company at the applicable rates.

Dividend Distribution Policy: The Dividend Distribution
Policy formulated by the Board is posted on the
Company's website. The web-link to access the said
policy is as follows:

https://stovekraft.com/wp-content/

uploads/2022/03/Dividend-Distribution-policy-2.pdf

ENVIRONMENTAL SUSTAINABILITY

Water is an essential resource, and the Company
manages both Sewage Treatment Plants and
Effluent Treatment Plants. The treated water
is used for gardening and planting activities.
Furthermore, rainwater harvesting recharge pits
have been set up across various plant areas to help
replenish groundwater levels, with roof water directed
to these pits. Over three acres of land within the plant
continues to be a green belt.

OCCUPATIONAL HEALTH & SAFETY

The Company places a strong emphasis on
Occupational Health and Safety (OH&S). Each day
begins with safety meetings led by Plant Heads,
where key safety topics are discussed with the

workers. Employees receive safety induction training,
refresher courses, and role-specific training from both
the Plant Heads and the Safety Head. Additionally,
the Safety Head provides monthly safety updates
to workers to reinforce their importance. Fire safety
lectures and drills are conducted in batches for the
workers. The Company's plants are ISO 9001:2015
certified for Quality Management Systems. Further, it
may be noted that there was a fatal accident that took
place at Harohalli factory in which a worker died.
Steps have been taken to mitigate such incidents
in future including appropriate classroom training
to ensure safety.

TRANSFER TO RESERVES

For FY2024-25 no amount is proposed to be
transferred to reserves.

SHARE CAPITAL

As on 31 March, 2025, the Authorized Share Capital
of the Company was H 400,000,050/- divided into
40,000,005 Equity Shares of H 10/- each and the
Issued, Subscribed and Paid-up Share Capital of the
Company was H 330,758,260/-.

Change in Authorized, Issued, Subscribed and Paid-up
Share Capital of the Company during FY2024-25
was as follows:

Please note that increase in issued, subscribed and paid
up Capital of the Company during FY2024-25 was due
to allotment of shares pursuant to exercise of ESOPs.

EMPLOYEE STOCK OPTION PLAN

Pursuant to the resolution passed by the Board of
Directors on 10 July, 2018 and resolutions passed
by shareholders on 10 September, 2018 and on 29
September, 2018 respectively the Company has
adopted Stove Kraft Employee Stock Option Plan
2018 (“ESOP Plan”). Pursuant to the ESOP Plan,
options to purchase Equity Shares may be granted
to eligible employees (as defined in the ESOP Plan)
with a view to attracting and retaining the best
talent, encouraging employees to align individual
performances with Company's objectives, and for
promoting increased participation in the growth of

the Company. Pursuant to the said resolutions, ESOP
pool of 813,000 options was approved and created
under the ESOP Plan.

The disclosure as stipulated under the SEBI (Share
Based Employee Benefits and Sweat Equity)
Regulations 2021 as on 31 March, 2025 is attached
as Annexure - 1 to the Board's Report. The details of
the Plan form part of the notes to accounts of the
Financial Statements in this Annual Report. BMP &
Co. LLP, Secretarial Auditors have issued a certificate
certifying that the scheme has been implemented
in accordance with SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations,2021 and the
Resolutions passed by the Shareholders. The said
certificate will be available for inspection during AGM.

AUDIT COMMITTEE

The details pertaining to composition and terms of
reference of the Audit Committee are included in
the Corporate Governance Report, which forms part
of this annual report. The Board has accepted all the
recommendations of the Audit Committee made
during the year.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered
during FY2024-25 were on an arm's length basis
and in the ordinary course of business and were in
compliance with the applicable provisions of the Act
and the Listing Regulations. There were no materially
significant Related Party Transactions during the year
that required shareholders' approval.

None of the transactions with related parties fall under
the scope of Section 188(1) of the Act. Accordingly, the
disclosure of related party transactions as required
under Section 134(3)(h) of the Act in Form AOC-2 is
not applicable to the Company for FY2024-25.

DEPOSITS

Your Company has not accepted any deposit and
as such no amount of principal and interest was
outstanding as at the Balance Sheet date.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of loans, guarantees and investments
covered under the provisions of Section 186 of the
Companies Act, 2013 form part of the notes to the
Financial Statements.

DIRECTORS
Retirement by rotation

Pursuant to the provisions of section 152 of the
Companies Act, 2013, Mrs. Sunita Rajendra Gandhi
retires by rotation at the ensuing AGM and being
eligible, offers herself for reappointment. The Board
recommends her reappointment.

Independent Directors

Mrs. Shuba Rao Mayya, Mr. Natrajan Ramkrishna,
Mr. Anup Sanmukh Shah and Mr. Avinash Gupta
continues to be Independent Directors of the Company.
Pursuant to the provisions of Section 149 of the Act,
the aforesaid Independent Directors have submitted
declarations that they continue to meet the criteria
of independence as provided in Section 149(6) of
the Act along with Rules framed thereunder and

Regulation 16(1)(b) of SEBI Listing Regulations.
During the year, there has been no change in the
circumstances affecting the status of Independent
Directors of the Company.

The Board of Directors, based on the declarations
received from the Independent Directors after duly
verifying the veracity of such declarations, hereby
confirms that the Independent Directors fulfil the
conditions of independence specified in the SEBI
Listing Regulations, and are independent of the
management of the Company.

Please also note that as per Schedule IV of the
Companies Act, 2013 the Independent Directors had
a separate meeting on 03 February, 2025.

KEY MANAGERIAL PERSONNEL (KMP)

As on 31 March, 2025, Mr. Rajendra Gandhi, Managing
Director; Mrs. Neha Gandhi, Executive Director;
Mr. Ramakrishna Pendyala, Chief Financial Officer and
Mr. Shrinivas P Harapanahalli, Company Secretary
& Compliance Officer were the Key Managerial
Personnel of the Company.

BOARD EVALUATION

The Board carried out annual evaluation of its own
performance, performance of its committees, the
Chairperson and the Directors individually. A detailed
note on the manner of evaluation forms a part of the
Corporate Governance Report.

POLICY FOR APPOINTMENT AND
REMUNERATION OF DIRECTORS

Pursuant to the provisions of Section 178 of the
Companies Act, 2013 and Rules made thereunder
and Regulation 19 of SEBI (LODR) Regulations,
the Board on recommendation of Nomination and
Remuneration Committee has formulated Nomination
and Remuneration Policy. The Policy inter alia lays
down the criteria for determining qualifications,
attributes and independence of potential candidates
for appointment as directors and determining their
remuneration. The brief details of the Policy has been
provided in Corporate Governance Report. The said
Policy has been posted on website of the Company
and the web link to access the said policy is https://
stovekraft.com/wp-content/uploads/2025/03/
NRC-Policy-with-amendments.pdf. The Company
also has in place Board Diversity Policy. The Policy
enables the Board to ensure appropriate balance of
skills, experience and diversity in its composition.

REMUNERATION OF DIRECTORS, KEY MANAGERIAL
PERSONNEL AND PARTICULARS OF EMPLOYEES

The information required to be disclosed in the
Board's Report pursuant to Section 197 of the Act
read with Rule 5(1) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules,
2014 is attached to this report as Annexure - 2.
In accordance with the provisions of Section 136 of the
Act, the Board's Report and the financial statements
for the financial year ended 31 March, 2025 are being
sent to the members and others entitled thereto,
excluding the details to be furnished under Rule 5(2)
of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 which are available
for inspection by the members at the Registered
Office of the Company during business hours on all
working days up to the date of the ensuing Annual
General Meeting. If any member desires to have a copy
of the same, he may write to the Company Secretary
in this regard.

BOARD AND COMMITTEES OF THE BOARD

The number of meetings of the Board and various
Committees of the Board including composition are
set out in the Corporate Governance Report which
forms part of this annual report.

STATUTORY AUDITORS

Members of the Company at the 22nd Annual
General Meeting held on 31 August, 2021, appointed
Price Waterhouse Chartered Accountants LLP (Firm
Registration Number 012754N/N500016) as Statutory
Auditors of the Company to hold office for a term of 5
consecutive years from the conclusion of 22nd Annual
General Meeting until the conclusion of 27th Annual
General Meeting.

The Statutory Auditors' Report for FY2024-25
does not contain any qualification, reservation or
adverse remark.

SECRETARIAL AUDIT

The Board of Directors had appointed BMP & Co
LLP, Bengaluru, Practicing Company Secretaries,
to conduct Secretarial Audit of the Company for
financial year ended 31 March, 2025. The Secretarial
Audit Report for financial year ended 31 March, 2025
is attached to this report as Annexure - 3. The said
report does not contain any qualification, reservation
or adverse remark.

H 1,25,000/- plus applicable taxes and out of pocket
expenses. As required under the Companies Act,
2013, the remuneration payable to the cost auditor is
required to be placed before the Members in a general
meeting for ratification. Accordingly, a Resolution
seeking Member's approval for the remuneration
payable to M/s. GS & Associates, Cost Auditors is
included in the Notice of the Annual General Meeting.
The Board recommends the said resolution for
approval of the members.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company continues to be compliant with the
provisions relating to the constitution of Internal
Committee and other provisions under the Sexual
Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. During the
year under review, no complaint was received under
the said Act and no complaint was pending at the
beginning and end of FY2024-25.

VIGIL MECHANISM / WHISTLE BLOWER
POLICY

The Company has in place a Vigil Mechanism /
Whistle Blower Policy to provide a platform to
the Directors and Employees of the Company to
raise genuine concerns regarding any irregularity,
misconduct or unethical matters / dealings within the
Company. It also provides protection to employees
or Directors against victimization who report genuine
concerns. The Policy is placed on website of the
Company and can be accessed at the link https://
stovekraft.com/wp-content/uploads/2023/08/
Whistle-Blower-Policy-2023.pdf

RISK MANAGEMENT

Risk Management is an integral part of the Company's
strategy and planning process. Like any other
industry, the Company faces several business risks.
The Company's business is exposed to internal and
external risks which are identified and revisited every
year. For proper risk management, the Company
has the Risk Management Policy and a well-defined
Risk framework. The Company has in place a Risk
Management Committee to look into risk assessment
and minimization. More details on risk management is
furnished in Management Discussion & Analysis which
forms part of the Annual report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

In terms of Section 135 of the Companies Act, 2013
and the Companies (Corporate Social Responsibility
Policy) Rules, 2014, the Corporate Social Responsibility
Policy has been hosted on the Website of Company.
The Annual Report on CSR activities together with
brief outline of CSR Policy of the Company is annexed
herewith as 'Annexure - 4'.

INTERNAL FINANCIAL CONTROLS

The Company has in place relevant internal controls,
policies, and procedures to ensure orderly and
efficient conduct of its business. Standard Operating
Procedures (SOPs) and Risk Control Matrix (RCM)
have been designed for critical processes across all
operations. The internal financial controls are tested
for operating effectiveness through management's
ongoing monitoring and review processes. In our view
the internal financial controls are adequate and are
operating effectively.

DIRECTORS’ RESPONSIBILITY STATEMENT

The Financial Statements are prepared in accordance
with the Indian Accounting Standard (Ind AS)
notified under the Companies (Indian Accounting
Standard) Rules, 2015 as amended from time to time,
the provisions of the Companies Act (to the extent
notified) and guidelines issued by the Securities and
Exchange Board of India.

Pursuant to Section 134 of the Companies Act 2013,
the Directors state that:

a) in the preparation of the annual accounts for
the financial year ended 31 March, 2025, the
applicable accounting standards have been
followed along with proper explanation relating
to material departures;

b) they have selected such accounting policies and
applied them consistently and made judgments
and estimates that are reasonable and prudent
so as to give a true and fair view of the state of
affairs of your Company as at 31 March, 2025
and of the profits of the Company for the period
ended on that date;

c) proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Act for
safeguarding the assets of your Company and

for preventing and detecting fraud and other
irregularities;

d) the annual accounts have been prepared on a
going concern basis;

e) proper internal financial controls laid down by the
Directors were followed by the Company and that
such internal financial controls were adequate
and operating effectively; and

f) proper systems to ensure compliance with the
provisions of all applicable laws were in place
and that such systems were adequate and
operating effectively.

OTHER INFORMATION
Management Discussion & Analysis

Management Discussion & Analysis for the year under
review, as stipulated under Regulation 34(2)(e) of SEBI
(LODR) Regulations, forms part of the Annual Report.

Business Responsibility and Sustainability
Report (BRSR)

Business Responsibility and Sustainability Report
for FY2024-25 is attached and forms part of
the Annual Report.

Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings
and Outgo

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo
as stipulated under Section 134(3)(m) read with Rule 8
of the Companies (Accounts) Rules, 2014 is attached
to this report as Annexure - 5.

Corporate Governance Report

Your Company is committed to maintain the highest
standards of Corporate Governance and adhere to
the Corporate Governance requirements set out by
Securities and Exchange Board of India. The report
on Corporate Governance as stipulated under the
SEBI (LODR) Regulations forms part of this Annual
Report. The certificate from BMP & Co LLP., Practicing
Company Secretaries confirming compliance with the
conditions of corporate governance is attached to the
Corporate Governance Report.

A certificate furnished by Mr. Rajendra Gandhi,
Managing Director and Mr. Ramakrishna Pendyala,
Chief Financial Officer in respect of the financial

statements and the cash flow statement for the
financial year ended 31 March, 2025 is annexed as
'Annexure-6' to this Report.

Disclosure under Schedule V(F) of the
SEBI(LODR) Regulations,2015

Your Company does not have shares in the demat
suspense account or unclaimed suspense account.

Listing

The Equity Shares of the Company are listed on the
National Stock Exchange of India Limited and BSE
Limited. Annual listing fee for the Financial Year
2025-26 has been paid to the National Stock Exchange
of India Limited and BSE Limited.

Annual Return

Pursuant to Section 92(3) of the Companies Act, 2013
read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, draft of the Annual
Return of the Company for FY2024-25 prepared in
accordance with Section 92(1) of the Act has been
placed on the website and is available at https://
stovekraft.com/investors/.

Material changes and commitments affecting
financial position from the end of financial
year till the date of this report

There have been no material changes and
commitments which affect the financial position of
the Company that have occurred from the end of the
financial year to which the financial statements relate
till the date of this report.

Cautionary Statement

Statements in the Board's Report and the Management
Discussion & Analysis describing the Company's
objectives, expectations or forecasts may be forward
looking within the meaning of applicable laws and
regulations. Actual results may differ from those
expressed in the statements.

The Company has not made any application nor any
proceedings is pending under the Insolvency and
Bankruptcy Code, 2016 during the year.

Others

1. The Company complies with all applicable
mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India;

2. The Company does not have any scheme of
provision of money for the purchase of its own
shares by employees or by trustees for the
benefits of employees;

General

Your Directors confirm that no disclosure or reporting
is required in respect of the following items as
there was no transaction on these items during the
year under review:

a) Issue of equity shares with differential voting
rights as to dividend, voting or otherwise.

b) No significant or material orders were passed
by the Regulators or Courts or Tribunals which

impact the going concern status and Company's
operations in future.

Acknowledgement

The Directors express appreciation to all stakeholders
namely customers, bankers, suppliers, distributors,
dealers, and contractors for their unwavering support,
collaboration, and trust. Special thanks to our
dedicated employees for their consistent hard work
and valuable contributions towards the Company.
We also acknowledge the confidence and trust
placed in us by our shareholders. Furthermore, we
express gratitude to the Central Government and
the Government of Karnataka for their support
and cooperation.

For and on behalf of the Board
Rajendra Gandhi Neha Gandhi

Place: Bengaluru Managing Director Executive Director

Date: 21 May, 2025 DIN: 01646143 DIN: 07623685